SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 27, 2005
Date of Report
(Date of earliest
event reported)
CONSOLIDATED-TOMOKA LAND CO.
(exact name of registrant as specified in its charter)
FLORIDA 0-5556 59-0483700
(State or other (IRS Employer
jurisdiction Identification
of incorporation) (Commission File Number) Number)
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
(386)274-2202
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
PAGE>
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FORM 8-K, April 27, 2005
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On April 27, 2005, the Board of Directors appointed James E. Gardner
to fill the unexpired term of William O.E. Henry, who died in March.
There are no arrangements or understandings between Mr. Gardner and
any other person concerning his appointment to the Board of Directors.
Mr. Gardner retired in 2000 as president and chief executive officer
of ITT Community Development Corporation, the planner and developer of
Palm Coast, Florida, a 42,000-acre planned community. Mr. Gardner has
been appointed to the Compensation and Stock Option, and Governance
Committees of the Board of Directors. There are and have been no
transactions, either since the beginning of the Company's last
fiscal year or that are currently proposed, regarding Mr. Gardner that
are required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On April 27, 2005, the bylaws of the Company were amended to reflect
the correct number of directors. Section 2.1 "Number, Qualifications"
under Article II "Board of Directors" was changed. This section now
states that the total number of directors constituting the board of
directors of the corporation shall be nine. The number of directors
may be increased or decreased only by the affirmative vote of (a) the
holders of at least 85% of the shares of the corporation then entitled
to be voting on such change or (b) two-thirds of the directors then in
office. Directors need not be shareholders.
Section 2.9 "Mandatory Retirement of Directors" was added under
Article II "Board of Directors." The new bylaw states that a director
of the Company shall retire from the board of directors at the first
annual meeting of shareholders held after the director attains age 75.
Both changes take effect immediately.
( c ) Exhibits.
99.2 Bylaws as amended April 27, 2005.
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FORM 8-K, April 27, 2005
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CONSOLIDATED-TOMOKA LAND CO.
Date: April 27, 2005 By:/S/William H. McMunn
-----------------------
William H. McMunn President
And Chief Executive Officer
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EXHIBIT 99.2
BYLAWS
OF
CONSOLIDATED-TOMOKA LAND CO.
ARTICLE I
---------
SHAREHOLDERS
------------
Section 1.1. Annual Meetings. An annual meeting of
shareholders shall be held for the election of directors at such date,
time and place, either within or without the State of Florida, as may
be designated by resolution of the board of directors from time to
time. Any other proper business may be transacted at the annual
meeting.
Section 1.2. Special Meetings. Special meetings of
shareholders for any purpose or purposes may be called at any time by
the board of directors, or by a committee of the board of directors
which has been duly designated by the board of directors, and whose
powers and authority, as expressly provided in a resolution of the
board of directors, include the power to call such meetings.
A special meeting of shareholders shall be called if holders of
not less than 50% of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date
and deliver to the corporation's secretary one or more written demands
for the meeting describing the purpose or purposes for which it is to
be held.
Section 1.3. Notice of Meetings. Whenever shareholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the written notice of any meeting shall be given not
less than ten nor more than sixty days before the date of the meeting
to each shareholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 1.4. Adjournments. Any meeting of shareholders,
annual or special, may adjourn from time to time to reconvene at the
same or some other place, and notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting
the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the
meeting.
Section 1.5. Quorum. At each meeting of shareholders,
except where otherwise provided by law, the articles of incorporation
or these bylaws, the holders of a majority of the outstanding shares
of stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum. In the absence of a quorum, the
shareholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging
to the corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall
neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of any
corporation to vote shares, including but not limited to its own
shares, held by it in a fiduciary capacity.
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Section 1.6. Organization. Meetings of shareholders shall
be presided over by the chairman of the board, if any, or in his
absence by the vice chairman of the board, if any, or in his absence
by the president, or in his absence by a vice president, or in the
absence of the foregoing persons by a chairman designated by the board
of directors, or in the absence of such designation by a chairman
chosen at the meeting.
Section 1.7. Voting; Proxies. Each shareholder entitled to
vote at any meeting of shareholders shall be entitled to one vote for
each share of stock held by him which has voting power upon the matter
in question. Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after eleven
months from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable for the period of time
permitted by law if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A shareholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person
or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the secretary of the
corporation. Voting at meetings of shareholders need not be by
written ballot and need not be conducted by inspectors unless the
holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine. At all meetings of shareholders for the
election of directors a plurality of the votes cast shall be
sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, by the articles of incorporation or these
bylaws, be decided by the vote of the holders of a majority of the
outstanding shares of stock entitled to vote thereon present in person
or by proxy at the meeting, provided that (except as otherwise
required by law or by the articles of incorporation) the board of
directors may require a larger vote upon any election or questions.
Articles VIII, X, and XIII of the articles of incorporation require
super majority vote of the shareholders under specified circumstances.
Section 1.8. Fixing Date for Determination of Shareholders of
Record. In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date,
which shall not be more than seventy days before the date of such
meeting or action requiring a determination of shareholders. If no
record date is fixed: (a) the record date for determining
shareholders entitled to notice or to vote at a meeting of
shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held; and (b) the record date for determining
shareholders for any other purpose shall be at the close of business
on the day on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
Section 1.9. List of Shareholders Entitled to Vote. The
secretary shall prepare and make, at least ten days before every
meeting of shareholders, a complete list of the shareholders entitled
to vote at the meeting, arranged in alphabetical order, and showing
the address of each shareholder and the number and class and series,
if any, of shares registered in the name of each shareholder. Such
list shall be available for inspection by any shareholder, for any
proper purpose, during the regular business hours, for a period of ten
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days prior to the meeting, or such shorter time as exists between the
record date and meeting and continuing through the meeting at the
corporation's principal office, at a place identified in the meeting
notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any shareholder who is
present. The shareholders' list shall be prima facie evidence of the
identify of shareholders entitled to examine the shareholders' list or
to vote at any meeting of shareholders.
Section 1.10. Vote or Consent of Shareholders. No action
that requires the vote or consent of shareholders of the corporation
may be taken without a meeting held upon prior notice and a vote of
shareholders, except with the advance written consent of two-thirds of
the full board of directors. With such consent, any action required
or permitted to be taken at any annual or special meeting of the
shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so
taken shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Within 10 days after
obtaining such authorization by written consent, notice as prescribed
by law of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders
that have not consented in writing or who are not entitled to vote on
the action.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
Section 2.1. Number; Qualifications. The total number of
directors constituting the board of directors of the corporation shall
be nine. The number of directors may be increased or decreased only
by the affirmative vote of (a) the holders of at least 85% of the
shares of the corporation then entitled to be voting on such change,
or (b) two-thirds of the directors then in office. Directors need not
be shareholders.
Section 2.2. Election; Resignation; Removal; Vacancies.
The board of directors shall be divided into three classes: Class I,
Class II and Class III. The terms of office of the initial directors
shall expire at the annual meeting of shareholders as follows - Class
I in 1995, Class II in 1996, and Class III in 1994 - or thereafter in
each case when their respective successors are elected and qualified.
At each annual election held after 1994, the directors chosen to
succeed those whose terms are expiring shall be identified as being of
the same class as the directors whom they succeed, and shall be
elected for a term expiring at the time of the third succeeding annual
meeting of shareholders, or thereafter in each case when the
respective successors are elected and qualify. The number of
directorships shall be apportioned among the classes so as to maintain
the classes as nearly equal in number as possible. Any vacancy
occurring in the board of directors may be filled by a majority of the
directors then in office. A new directorship resulting from an
increase in the number of directors shall be construed to be a
vacancy. Any director elected to fill a vacancy shall be of the same
class and have the same remaining terms as that of the predecessor.
No decrease in the number of directors will have the effect of
shortening the term of any directors then in office. A director may
be removed only for cause and only by the affirmative vote of 85% of
all of the shareholders of the corporation entitled to vote on the
election of directors. Any director may resign at any time upon
written notice to the corporation.
3
Section 2.3. Regular Meetings. Regular meetings of the
board of directors may be held at such places within or without the
State of Florida and at such times as the board of directors may from
time to time determine, and if so determined notices thereof need not
be given.
Section 2.4. Special Meetings. Special meetings of the
board of directors may be held at any time or place within or without
the State of Florida whenever called by the president, any vice
president, the secretary, or by any member of the board of directors.
Reasonable notice thereof shall be given by the person or persons
calling the meeting, not later than the second day before the date of
the special meeting.
Section 2.5. Telephonic Meetings Permitted. Members of the
board of directors, or any committee designated by the board, may
participate in a meeting of such board or committee by means of
conference telephone or any means of communication by which all
persons participating in the meeting may simultaneously hear each
other during the meeting, and participation in a meeting pursuant to
this bylaw shall constitute presence in person at such meeting.
Section 2.6. Quorum, Vote Required for Action . At all
meetings of the board of directors a majority of the whole board shall
constitute a quorum for the transaction of business. Except in cases
in which the articles of incorporation or these bylaws otherwise
provide, the vote of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the board of
directors.
Section 2.7. Organization. Meetings of the board of
directors shall be presided over by the chairman of the board, if any,
or in his absence by the vice chairman of the board, if any, or in his
absence by the president, or in their absence by a chairman chosen at
the meeting. The secretary shall act as secretary of the meeting.
Section 2.8. Action by Directors Without a Meeting. Unless
the articles of incorporation or these bylaws provide otherwise, any
action required or permitted to be taken at any meeting of the board
of directors, or of any committee thereof, may be taken without a
meeting if the action is taken by all members of the board or
committee. Such action shall be evidenced by one or more written
consents filed with the minutes or proceedings of the board or
committee, describing the action taken and signed by each director of
committee member.
Section 2.9. Mandatory Retirement of Directors. A director
of the Company shall retire from the board of directors at the first
annual meeting of shareholders held after the director attains age 75.
ARTICLE III
-----------
COMMITTEES
----------
Section 3.1. Committees. The board of directors may, by
resolution adopted by a majority of the full board of directors,
designate one or more committees, each committee to consist of two or
more of the directors of the corporation who shall serve at the
pleasure of the board. The board, by resolution, may designate one or
more directors as alternate members of any such committee who may act
in the place and stead of any absent member or members at any meeting
of such committee. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all
the powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require
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it; but no such committee shall have power or authority in reference
to amending the articles of incorporation of the corporation, adopting
an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all
of the corporation's property and assets, or recommending to the
shareholders a dissolution of the corporation or a revocation of
dissolution; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend. In
addition, no such committee shall have the power or authority to: (a)
approve or recommend to shareholders actions or proposals required by
the Florida Business Corporation Act to be approved by the
shareholders, (b) fill vacancies on the board of directors or any
committee thereof, (c) adopt, amend or repeal the bylaws, (d)
authorize or approve reacquisition of shares unless pursuant to a
general formula or method specified by the board of directors, or (e)
authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences
and limitations of a voting group, except that the board of directors
may authorize a committee (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the
board of directors.
Section 3.2. Committee Rules. Unless the board of
directors otherwise provides, each committee designated by the board
may make, alter and repeal rules for the conduct of its business. In
the absence of such rules each committee of directors conducts it
business pursuant to Article II of these bylaws.
ARTICLE IV
----------
OFFICERS
--------
Section 4.1. Executive Officers; Election; Qualification;
Term of Office; Resignation; Removal; Vacancies. The board of
directors shall choose a president and secretary, and it may, if it so
determines, choose a chairman of the board and a vice chairman of the
board from among its members. The board of directors may also choose
one or more vice presidents, one or more assistant Secretaries, a
treasurer and one or more assistant treasurers. Each such officer
shall hold office until the first meeting of the board of directors
after the annual meeting of shareholders next succeeding this
election, and until his successor is elected and qualified or until
his earlier resignation or removal. Any officer may resign at any
time upon written notice to the corporation. The board of directors
may remove any officer with or without cause at anytime, but such
removal shall be without prejudice to the contractual rights of such
officer, if any, with the corporation. Any number of offices may be
held by the same person. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise may be filled
for the unexpired portion of the term by the board of directors at any
regular or special meeting.
Section 4.2 Powers and Duties of Executive Officers. The
officers of the corporation shall have such powers and duties in the
management of the corporation as may be prescribed by the board of
directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the board of
directors. Unless the board of directors delegate responsibility to
another officer, the secretary shall have responsibility for preparing
minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation. The board of directors may
require any officer, agent or employee to give security for the
faithful performance of his duties.
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ARTICLE V
---------
SHARES
------
Section 5.1. Certificates. Every holder of shares shall be
entitled to have a certificate signed by or in the name of the
corporation by the chairman or vice chairman of the board of
directors, if any, or the president or a vice president, and by the
treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by
him in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Share Certificates;
Issuance of New Certificates. The corporation may issue a new share
certificate in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the corporation
may require the owner of the lost, stolen or destroyed certificate, or
his legal representative, to give the corporation a bond sufficient to
indemnify it against any claim that may be made against it on account
of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate.
ARTICLE VI
----------
MISCELLANEOUS
-------------
Section 6.1. Fiscal Year. The fiscal year of the
corporation shall be determined by resolution of the board of
directors.
Section 6.2. Seal. The corporate seal shall have the name
of the corporation inscribed thereon and shall be in such form as may
be approved from time to time by the board of directors.
Section 6.3. Waiver of Notice of Meetings of Shareholders,
Directors and Committees. Any written waiver of notice, signed by the
person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the shareholders, director, or members
of a committee of directors need be specified in any written waiver of
notice.
Section 6.4 Indemnification of Directors, Officers,
Employees, and Agents. The corporation shall indemnify to the full
extent authorized by law any person made or threatened to be made a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or
was a director, officer or employee or agent of the corporation or any
predecessor of the corporation or serves or served any other
corporation, partnership, joint venture, trust, or other enterprise as
a director, officer, employee, or agent at the request of the
corporation or any predecessor of the corporation; provided, however,
that this section shall not apply as to any action, suit or proceeding
brought by or on behalf of a director or officer without prior
approval of the board of directors. The provisions of this section
shall inure to the benefit of the heirs, devisees, and personal
representatives of such a person.
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Section 6.5. Interested Directors; Quorum. No contract or
other transaction between the corporation and one or more of its
directors or any other corporation, firm, association, or entity in
which one or more of its directors are directors or officers, or are
financially interested, shall be either void or voidable because of
such relationship or interest, or because such director or directors
are present at the meeting of the board of directors or committee
thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted for such
purpose if: (a) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are
known to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (b) the
material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(c) the contract or transaction is fair and reasonable as to the
corporation as of the time it is authorized, approved or ratified, by
the board of directors, a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a
committee which authorizes, approves or ratifies the contract or
transaction.
Section 6.6. Form of Records. Any records maintained by
the corporation in the regular course of its business, including its
stock ledger, books of account, any minute books, may be kept on, or
be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible form
within a reasonable time. The corporation shall so convert any
records so kept upon the request of any person entitled to inspect the
same.
Section 6.7. Amendment of Bylaws. Amendment, alteration or
repeal of the Bylaws by the board of directors shall require that
affirmative vote of two-thirds of the directors then in office at a
duly constituted meeting called expressly for that purpose, or by the
shareholders shall require the affirmative vote of 85% of the votes
eligible to be cast by the shareholders at a duly constituted meeting
of shareholders called expressly for that purpose.
As amended April 27, 2005
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